SEC staff stop giving views on most shareholder proposal exclusions for the 2025-26 season
On 17 November 2025 the SEC's Division of Corporation Finance said it would not respond to most Rule 14a-8 no-action requests for the 2025-26 proxy season, except those arguing a proposal is improper under state law. Companies still had to notify the SEC 80 days before filing their proxy, and could get a 'no objection' response on their own representation that exclusion was justified.
The US Securities and Exchange Commission's Division of Corporation Finance issued a statement on its role in the Rule 14a-8 shareholder proposal process on 17 November 2025, citing the backlog after the autumn 2025 government shutdown.
What changed for the 2025-26 proxy season
- Staff would not respond to no-action requests to exclude shareholder proposals, or express views on the grounds for exclusion.
- The exception: requests arguing that a proposal is improper under state law (Rule 14a-8(i)(1)).
- Companies still had to notify the SEC of an intended exclusion under Rule 14a-8(j), no later than 80 calendar days before filing definitive proxy materials.
- A company giving an unqualified representation that it had a reasonable basis to exclude could receive a response without substantive review.
Who is affected
US public companies receiving shareholder proposals, their company secretaries and proxy teams, and proponents.
Later developments
On 14 August 2026 the Division ended the no-action process altogether, including for state-law arguments. On 16 September 2026 the SEC proposed rescinding Rule 14a-8 itself. See our coverage of both.